THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
UNDER THE SECURITIES LAWS OF ANY STATE.  ANY TRANSFER OF SUCH
SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND AS REQUIRED BY BLUE SKY LAWS IS IN EFFECT
AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH
TRANSFER TO COMPLY WITH THE SECURITIES ACT AND BLUE SKY LAWS.


                     VANGUARD AIRLINES, INC.

                    WARRANT FOR THE PURCHASE 
                    OF SHARES OF COMMON STOCK

No. PB-50
                                              January 30, 1997

     VANGUARD AIRLINES, INC., a Delaware corporation (the
"COMPANY"), hereby certifies that, for value received, HAMBRECHT
& QUIST CALIFORNIA the transferee who has received this warrant (the
"WARRANT") in compliance with applicable law and the terms hereof
(the "HOLDER"), is entitled, on the terms set forth below, to
purchase from the Company, on or before the Expiration Time (as
defined in Section 18 below) four million (4,000,000) shares of Common 
Stock, par value $0.001 per share, of the Company at a price of one
dollar ($1.00) per share, subject to adjustment as provided
below (the "EXERCISE PRICE").

1.   REIMBURSEMENT AGREEMENT.  This Warrant is the "Warrant"
referred to in Section 3.1(d) of that Reimbursement Agreement
dated as of December 31, 1996, by and between the Company and
Hambrecht & Quist California (the "REIMBURSEMENT AGREEMENT").
Any capitalized term used but not defined herein shall have the
meaning ascribed to it in the Reimbursement Agreement.

2.   EXERCISE OF WARRANT.   

(A) INITIAL VESTING.  The Holder may exercise this Warrant, in
whole or in part, at any time or from time to time on any
business day prior to the Expiration Date (as defined herein),
for one million six hundred thousand (1,600,000) shares 
<PAGE> of Common Stock.

(B)  SUBSEQUENT VESTING.  On any business day beginning 30 days
after the end of each Measurement Period (as defined below) and
prior to the Expiration Date, the Holder may exercise this
Warrant, in whole or in part, at any time or from time to time,
as to an additional number of shares of Common Stock equal to (i)
the product of (A) the average daily Gross Exposure (as defined
in the Security Agreement (or the schedules or exhibits thereto),
subject to Section 9(b) hereof) during the Measurement Period and
(B) one-tenth (0.1), divided by (ii) one dollar ($1.00). 
Notwithstanding the preceding sentence, in no event shall this
Warrant be exercisable for more than four million (4,000,000)
shares of Common Stock.  For the purposes of this Warrant,
"MEASUREMENT PERIOD" shall mean the 90 day period commencing on
the date of this Warrant and each succeeding 90 day period
thereafter prior to the Termination Date.

(C)  The Holder may exercise any shares then exercisable by
surrendering this Warrant to the Company at its principal office,
with a duly executed Subscription Form (in substantially the form
attached hereto), together with payment of the sum obtained by
multiplying the number of shares of Common Stock to be purchased
by the Exercise Price then in effect.  Promptly after such
exercise, the Company shall issue and deliver to or upon the
order of the Holder a certificate or certificates for the number
of shares of Common Stock issuable upon such exercise, and the
Company will pay all issue or transfer taxes in connection with
the issue thereof.  To the extent permitted by law, this Warrant
shall be deemed to have been exercised immediately prior to the
close of business on the date of its surrender for exercise as
provided herein, even if the Company's stock transfer books are
at that time closed, and the Holder shall be treated for all
purposes as the holder of record of the Common Stock to be issued
upon such exercise as of the close of business on such date. 
Upon any partial exercise, the Company will issue to or upon the
order of the Holder a new Warrant for the number of shares of
Common Stock as to which this Warrant has not been exercised.

(D)  NET ISSUE EXERCISE.  Notwithstanding any provisions herein
to the contrary, if the fair market value of one share of the
Common Stock subject to this Warrant is greater than the Exercise
Price (at the Date of Determination, as defined below), in lieu
of exercising this Warrant for cash, the Holder may elect to
receive shares equal to the value (as determined below) of this
Warrant (or the portion thereof being canceled) by surrender of
this Warrant at the principal office of the Company together with
the properly endorsed Form of Subscription and notice of such
election (the date of such delivery being referred to herein as
the "DATE OF DETERMINATION") in which event the Company shall
issue to the Holder a number of shares of Common Stock 

<PAGE>
computed using the following formula:

          X = Y (A-B)
                A

     Where     X =  the number of shares of Common Stock to be
                    issued to the Holder

               Y =  the number of shares of Common Stock
                    purchasable under the Warrant or, if only a
                    portion of the Warrant is being exercised,
                    the portion of the Warrant being canceled (at
                    the Date of Determination)

               A =  the fair market value of one share of the
                    Common Stock (at the Date of Determination)

               B =  Exercise Price (as adjusted to the Date of
                    Determination)

For purposes of the above calculation, fair market value of one
share of Common Stock shall be determined by the Company's Board
of Directors in good faith as of the Date of Determination;
PROVIDED, HOWEVER, when there is a public market for the
Company's Common Stock, the fair market value per share shall be
the average of the closing prices of the Company's Common Stock
quoted on the Nasdaq National Market or on the primary securities
exchange on which the Common Stock is then listed, whichever is
applicable, as published in the Wall Street Journal for the ten
(10) trading days prior to the Date of Determination.

3.   ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. 
The Exercise Price and the number of shares of Common Stock
subject to this Warrant (and all other adjustment to exercise
price and shares herein as appropriate) shall be subject to
adjustment from time to time as follows:

(A)  ADJUSTMENT FOR CHANGE IN CAPITAL STOCK.  If at any time the
Company:

               i.   pays a dividend or makes a distribution on
                    its Common Stock in shares of its Common
                    Stock;

               ii.  subdivides its outstanding shares of Common
                    Stock into a greater number of shares;
<PAGE>
               iii. combines its outstanding shares of Common
                    Stock into a smaller number of shares;

               iv.  makes a distribution on its Common Stock in
                    shares of its capital stock other than Common
                    Stock; or

               v.   issues by reclassification of its Common
                    Stock any shares of its capital stock;

then the Exercise Price in effect immediately prior to such
action shall be adjusted so that the Holder may receive upon
exercise of the Warrant and payment of the same aggregate
consideration the number of shares of capital stock of the
Company which the Holder would have owned immediately following
such action if the Holder had exercised the Warrant immediately
prior to such action.

     The adjustment shall become effective immediately after the
record date in the case of a dividend or distribution and
immediately after the effective date in the case of a
subdivision, combination or reclassification.  

(a)  REORGANIZATION, CONSOLIDATION OR MERGER.  In the event of
any consolidation or merger of the Company with or into another
corporation (other than a merger in which merger the Company is
the continuing corporation and that does not result in any
reclassification, capital reorganization or other change of
outstanding shares of Common Stock issuable upon exercise of this
Warrant) or in the event of any sale, lease, transfer or
conveyance to another corporation of the property and assets of
the Company as an entirety or substantially as an entirety, the
Company shall cause effective provisions to be made so that the
Holder shall have the right thereafter, by exercising this
Warrant, to purchase the kind and amount of shares of stock and
other securities and property (including cash) receivable upon
such capital reorganization and other change, consolidation,
merger, sale, lease, transfer or conveyance by a holder of the
number of shares of Common Stock that might have been received
upon exercise of this Warrant immediately prior to such capital
reorganization, change, consolidation, merger, sale, lease,
transfer or conveyance. Any such provision shall include
provisions for adjustments in respect of such shares of stock and
other securities and property that shall be as nearly equivalent
as may be practicable to the adjustments provided for in this
Warrant.  The foregoing provisions of this Section 3(b) shall
similarly apply to successive capital reorganizations and changes
of shares of Common Stock and to successive consolidations,
mergers, sales, leases, transfers or conveyances.  In the event
that in connection with any such capital reorganization, or
change, consolidation, merger, sale, lease, transfer or 

<PAGE>

conveyance, additional shares of Common Stock shall be issued in
exchange, conversion, substitution or payment, in whole or in
part, for, or of, a security of the Company other than Common
Stock, any such issue shall be treated as an issue of Common
Stock covered by the provisions of Section 3(a) hereof.

(b)  PRICE ADJUSTMENTS.  If on any Price Adjustment Date (as
defined below) the number of shares of Common Stock of the
Company authorized for issuance pursuant to the Company's
Restated Certificate of Incorporation as in effect on such date
is insufficient to permit the valid issuance on such date of the
total number of shares of Common Stock issuable upon the direct
or indirect exercise and/or conversion of any and all securities
of the Company then outstanding into Common Stock, then the
Exercise Price in effect on such date shall be reduced by five
cents ($0.05) per share, provided, that, in no event shall the
Exercise Price be reduced to less than the par value of the
Common Stock per share.  As used in this Warrant, "PRICE
ADJUSTMENT DATE" shall mean May 31, 1997 and the last day of each
succeeding month thereafter.

(c)  MINIMAL ADJUSTMENT.  No adjustment in the Exercise Price
and/or the number of shares of Common Stock subject to this
Warrant need be made if such adjustment would result in a change
in the Exercise Price of less than one percent (1%) or the
Exercise Price (the "ADJUSTMENT THRESHOLD AMOUNT") or a change in
the number of subject shares of less than one (1) share.  Any
adjustment which is less than the Adjustment Threshold Amount and
not made shall be carried forward and shall be made, together
with any subsequent adjustments, at the time when (a) the
aggregate amount of all such adjustments is equal to at least the
Adjustment Threshold Amount or (b) the Warrant is exercised.

(d)  DEFERRAL OF ISSUANCE OR PAYMENT.  In any case in which an
event covered by this Section 3 shall require that an adjustment
in the Exercise Price be made effective as of a record date, the
Company may elect to defer until the occurrence of such event (i)
issuing to the Holder, if this Warrant is exercised after such
record date, the shares of Common Stock and other capital stock
of the Company, if any, issuable upon such exercise over and
above the shares of Common Stock or other capital stock of the
Company, if any, issuable upon such exercise on the basis of the
Exercise Price in effect prior to such adjustment, and (ii)
paying to the Holder by check any amount in lieu of the issuance
of fractional shares pursuant to Section 7 hereof.

(e)  WHEN NO ADJUSTMENT REQUIRED.  No adjustment need be made for
a change in the par value or no par value of the Common Stock. 
To the extent the Warrants become exercisable into cash, no
adjustment need be made thereafter as to the cash, and interest
will not accrue on the cash.

<PAGE>

(f)  CERTIFICATE AS TO ADJUSTMENT.  Upon the occurrence of each
adjustment or readjustment of the Exercise Price pursuant to this
Section 3, the Company, at its expense, shall promptly compute
such adjustment or readjustment in accordance with the terms
hereof and prepare and furnish to the Holder a certificate
setting forth such adjustment or readjustment and showing the
facts upon which such adjustment or readjustment is based.  The
Company shall, upon written request at any time of the Holder,
furnish or cause to be furnished to the Holder a like certificate
setting forth (a) such adjustments and readjustments, (b) the
then effective Exercise Price and number of shares of Common
Stock subject to the Warrant, and (c) the then effective amount
of securities (other than Common Stock) and other property, if
any, which would be received upon exercise of the Warrant.

4.   REGISTRATION RIGHTS.  Shares of the Company's Common Stock
issued or issuable pursuant to the exercise of this Warrant shall
be deemed to be "Registrable Securities" for purposes of that
certain Amended and Restated Investor Rights Agreement, dated as
of August 24, 1994, among the Company and the persons named
therein (the "Investors Rights Agreement"),  as such agreement
may be subsequently amended or restated or consolidated with
other similar agreements granting registration rights in the
securities of the Company, and the holder of such shares shall
have all the rights, subject to the obligations, of a holder of
Registrable Securities pursuant to the Investors Rights
Agreement, and shall be treated for all purposes as a holder of
Registrable Securities under and subject to the terms of the
Investor Rights Agreement.  

5.   RIGHTS OF THE HOLDER  The Holder shall not, solely by virtue
of this Warrant, be entitled to any rights of a stockholder in
the Company, either at law or equity, and the rights of the
Holder are limited to those expressed in this Warrant.  Nothing
contained in this Warrant shall be construed as conferring upon
the Holder hereof the right to vote or to consent or to receive
notice as a stockholder of the Company on any matters or with
respect to any rights whatsoever as a stockholder of the Company. 
No dividends or interest shall be payable or accrued in respect
of this Warrant or the interest represented hereby or the shares
of Common Stock purchasable hereunder until, and only to the
extent that, this Warrant shall have been exercised in accordance
with its terms.

6.   NO IMPAIRMENT.  The Company will not, by any voluntary
action, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in
order to protect the rights of the Holder against dilution or
other impairment. 

<PAGE>

7.   NO FRACTIONAL SHARES.  No fractional share shall be issued
upon exercise of this Warrant.  The Company shall, in lieu of
issuing any fractional share, pay the Holder entitled to such
fraction a sum in cash equal to the fair market value of such
fraction on the date of exercise (as determined in good faith by
the Board of Directors of the Company). The fair market value of
a fraction of a share is determined by multiplying the fair
market price of a full share by the fraction of a share, rounded
to the nearest cent.  

8.   RESERVATION OF STOCK ISSUABLE ON EXERCISE OF WARRANT.  The
Company will at all times reserve and keep available, solely for
issuance and delivery upon the exercise of this Warrant, all such
shares of Common Stock or other shares of capital stock, from
time to time issuable upon the exercise of this Warrant.  If at
any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the exercise of this
Warrant, the Company will use its best efforts to take such
corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for
such purposes.  All shares that may be issued upon exercise of
the rights represented by this Warrant and payment of the
Exercise Price, all as set forth herein, will be free from all
taxes, liens and charges in respect of the issue of such shares
(other than taxes in respect of any transfer occurring
contemporaneously with such exercise and payment or otherwise
specified herein).  All such shares shall be duly authorized and
when issued, sold and delivered in accordance with the terms of
the Warrant for the consideration expressed herein, will be duly
and validly issued, fully paid and nonassessable, and will be
free of restrictions on transfer other than restrictions on
transfer set forth in this Warrant and applicable state and
federal securities laws.

9.   COVENANTS OF THE COMPANY.

          (a)  The Company shall use its best efforts to amend
the RestatedCertificate of Incorporation of the Company in such a
manner so that no reduction of the Exercise Price pursuant to
Section 3 (c) hereof shall occur at any time.

          (b)  The Company shall cause a report of the daily
Gross Exposure in each Measurement Period (each, an "EXPOSURE
REPORT") to be delivered by Boatmen's POS and MNB to the Holder
at the address specified in Section 14 hereof within 30 days of
the end of such Measurement Period so long as this Warrant
remains subject to additional vesting.  In the event that the
Holder has not received an Exposure Report within 30 days after
the end or any Measuring Period, then, notwithstanding anything
else contained herein, for the purposes of this Warrant, the
daily Gross Exposure throughout such period shall be deemed to be
four million dollars ($4,000,000).

<PAGE>

10.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     The Company hereby represents and warrants to and for the
benefit of the Purchaser as follows:    

(c)  AUTHORIZATION.  All corporate action on the part of the
Company and its directors necessary for the authorization,
execution, issuance and delivery by the Company of this Warrant
and the performance of the Company's obligations hereunder.  This
Warrant, when executed and delivered by the Company, shall
constitute a valid and binding obligation of the Company
enforceable in accordance with its terms.  Assuming an amendment
of the Restated Certificate of Incorporation of the Company to
increase the number of authorized shares of Common Stock (as so
amended, the "Amended RestatedCertificate of Incorporation"), the
shares of Common Stock issuable upon exercise of this Warrant,
when issued in compliance with the provisions of this Warrant and
the Amended Restated Certificate of Incorporation, will be
validly issued, fully paid and nonassessable and free of any
liens or encumbrances.

(d)  COMPLIANCE WITH OTHER INSTRUMENTS.  Assuming an amendment of
the Restated Certificate of Incorporation, the Company is not in
violation of any term of its Restated Certificate of
Incorporation, By-Laws or any statute, rule or regulation
applicable to the Company.  The execution, delivery and
performance of this Agreement, the creation and issuance of this
Warrant and the issuance of the shares of Common Stock pursuant
to an exercise of the Warrant in accordance with the Amended
Certificate of Incorporation will not result in any such
violation, or be in conflict with or constitute a default under
any such term, or result in the creation of any mortgage, pledge,
lien, encumbrance, or charge upon any of the properties or assets
of the Company or contravene any provision of, or constitute a
default under, any indenture, mortgage, contract or other
instrument to which it is a party or by which it is bound.

(e)  GOVERNMENTAL CONSENTS.  All consents, approvals, orders, or
authorizations of, or registrations, qualifications,
designations, declarations, or filings with, any governmental
authority, required on the part of the Company in accordance with
the valid execution, delivery, offer, sale or issuance of this
Warrant and the capital stock issuable upon exercise of the
Warrant, have been obtained, except for the filing of notices
pursuant to Regulation D under the Securities Act, and any filing
required under applicable state securities laws which will be
effective by the time required thereby.

(f)  OFFERING.  Assuming the accuracy of the representations and
warranties of the Purchaser contained in Section 19 hereof, the
offer, issue, and sale of the Warrant are and will be exempt from
the registration and prospectus 

<PAGE>

delivery requirements of the Securities Act, and have been
registered or qualified (or are exempt from registration and
qualification) under the registration, permit, or qualification
requirements of all applicable state securities laws.

11.  NOTICES OF RECORD DATE.  Upon (a) any taking by the Company
of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to
receive any dividend or other distribution or (b) any capital
reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company, any merger
or consolidation of the Company with or into any other
corporation, or any transfer of all or substantially all the
assets of the Company to any other person, or any voluntary or
involuntary dissolution, liquidation or winding up of the
Company, the Company shall mail to the Holder at least twenty
(20) days, or such longer period as is required by law, prior to
the record date, a notice specifying (i) the date on which any
such record is to be taken for the purpose of such dividend or
distribution and a description of such dividend or distribution,
(ii) the date on which any such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or
winding up is expected to become effective, and (iii) the date,
if any, that is to be fixed as to when the holders of record of
Common Stock (or other capital stock at that time receivable upon
exercise of the Warrant) shall be entitled to exchange their
shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such
reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up.

12.  EXCHANGES OF WARRANTS.  Upon surrender for exchange of this
Warrant (in negotiable form, if not surrendered by the Holder
named on the face hereof) to the Company at its principal office,
the Company, at its expense, will issue and deliver a new Warrant
or Warrants calling in the aggregate for the same number of
shares of Common Stock, in the denomination or denominations
requested, to or on the order of such Holder upon payment by such
Holder of any applicable transfer taxes; PROVIDED that any
transfer of the Warrant shall be subject to the conditions on
transfer set forth herein. 

13.  REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or
destruction) upon delivery of an indemnity agreement in such
reasonable amount as the Company may determine, or (in the case
of mutilation) upon surrender and cancellation hereof, the
Company, at its expense, shall issue a replacement.

14.  NOTICES.  Any notice required or permitted under this
Agreement 

<PAGE>

shall be given in writing and shall be deemed effectively given
upon personal delivery or upon deposit with the United States
Post Office, postage prepaid, addressed to the Company at 30 NW
Rome Circle, Mezzanine Level, Kansas City International Airport,
Kansas City, MO 64153, or to the Holder at One Bush Street, San
Francisco, California 94104, Attention: David Golden, or at such
other address as the Company or any Holder may designate by ten
(10) days advance written notice to the other party.

14.  MODIFICATION OF WAIVER.  Except as provided in this Warrant,
no modification or waiver of any provision of this Warrant or
consent to departure therefrom shall be effective unless in
writing and approved by the Company and the  Holder.

15.  TITLES AND SUBTITLES.  The titles and subtitles used in this
Warrant are used for convenience only and are not to be
considered in construing or interpreting this Warrant.

16.  GOVERNING LAW.  This Warrant shall be construed in
accordance with and governed by and under the laws of the State
of California as applied to contracts made and to be performed
entirely within the State of California.

17.  EXPIRATION TIME.  This Warrant will be wholly void and of no
effect after 5:00 p.m. (San Francisco time) January 17, 2007 (the
"EXPIRATION TIME").

18.  TRANSFER RESTRICTIONS.  The Company is relying upon an
exemption from registration of this Warrant and the shares of
Common Stock issuable upon exercise hereof under the Securities
Act and applicable state securities laws.  The Holder by
acceptance hereof represents that the Holder understands that
neither this Warrant nor the Common Stock issuable upon exercise
hereof has been registered with the Securities and Exchange
Commission nor under any state securities law.  By acceptance
hereof, the Holder represents and warrants that (a) it is
acquiring the Warrant (and the shares of Common Stock or other
securities issuable upon exercise hereof) for its own account for
investment purposes and not with a view to distribution, (b) has
received all such information as the Holder deems necessary and
appropriate to enable the Holder to evaluate the financial risk
inherent in making an investment in the Company, and satisfactory
and complete information concerning the business and financial
condition of the Company in response to all inquiries in respect
thereof, (c) the Holder's acquisition of shares upon exercise
hereof will be a highly speculative investment, (d) the Holder is
able, without impairing its financial condition, to hold such
shares for an indefinite period of time and to suffer a complete
loss of the Holder's 


<PAGE>

investment, and (e) the Holder has such knowledge and experience
in financial and business matters that it is capable of
evaluating the merits and risks of acquisition of this Warrant
and the shares issuable upon exercise hereof and of making an
informed investment decision with respect thereto.  

     This Warrant may not be exercised and neither this Warrant
nor any of the shares issuable upon exercise of the Warrant, nor
any interest in either, may be sold, assigned, pledged,
hypothecated, encumbered or in any other manner transferred or
disposed of, in whole or in part, except in compliance with
applicable United States federal and state securities or Blue Sky
laws and the terms and conditions hereof.  Each Warrant or each
certificate representing shares of Common Stock or other
securities issued upon exercise of this Warrant shall have
conspicuously endorsed on its face, at the time of its issuance,
such legends as counsel to the Company deems necessary or
appropriate, including without limitation the legend set forth on
the top of the first page of this Warrant.  Any certificate for
any securities issued at any time in exchange or substitution for
any certificate for any shares of Common Stock bearing such
legend shall also bear such legend unless, in the opinion of
counsel for the Company, the securities represented thereby need
no longer be subject to the restriction contained herein. 

     Without in any way limiting the foregoing, the Holder agrees
not to make any disposition of all or any portion of the
Securities unless and until:

          a.   There is then in effect a Registration Statement
under the Securities Act covering such proposed disposition and
such disposition is made in accordance with such Registration
Statement; or

          b.   (i) The Holder shall have notified the Company of
the proposed disposition and shall have furnished the Company
with a detailed statement of the circumstances surrounding the
proposed disposition, and (ii) if reasonably requested by the
Company, the Holder shall have furnished the Company with an
opinion of counsel, reasonably satisfactory to the Company, that
such disposition will not require registration under the
Securities Act.

          c.   Notwithstanding the provisions of paragraphs (i)
and (ii) above, no such registration statement or opinion of
counsel shall be necessary for a transfer by the Holder to (i) an
underwriter acceptable to the Company for immediate exercise by
such underwriter in connection with a fully underwritten public
offering of the Company's Common Stock underlying this Warrant
(ii) a partner (or retired partner) or "affiliate" (as defined
under the Securities Exchange Act of 1934) of Hambrecht & Quist
Group or (iii) transfers by gift, will or intestate succession to
any spouse or lineal descendants or ancestors of any such
partner, retired partner or affiliate, if all transferees agree
in writing to be subject to the terms hereof to the same extent
as if they 

<PAGE>

were a purchaser hereunder.












































<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to
be duly executed and delivered on the date first set forth above.

                              VANGUARD AIRLINES, INC.



                              By:___________________________

                              Name:_________________________

                              Title:________________________


<PAGE>




                        SUBSCRIPTION FORM

[To be executed if holder desires to exercise the Warrant]


     The undersigned, holder of this Warrant, (1) hereby
irrevocably elects to exercise the right of purchase represented
by this Warrant for, and to purchase thereunder, ______________ 
full shares of the Common Stock of Vanguard Airlines, Inc.
provided for therein, (2) makes payment in full (as permitted in
Section 2 of the Warrant) of the purchase price of such shares,
(3) requests that certificates for such shares be issued in the
name of 

 _______________________________________________________________
                 (Please print name and address)


 _______________________________________________________________
   (Please insert social security or other identifying number)

and (4) if said number of shares shall not be all the shares
purchasable thereunder, requests that a new Warrant for the
unexercised portion of this Warrant be issued in the name of and
delivered to:

 _______________________________________________________________

 _______________________________________________________________
                 (Please print name and address)



Dated:__________________________        _________________________


                                   By: __________________________

                                       __________________________
                                             Title








<PAGE>